Symbiotic Boots 2: The Spawning
by Boofka
Summary: The long-awaited sequel is finally here! MJ's symbiotic boots have spawned, leading to MJ's friend Amy stumbling upon pink rubber boots and assuming the mantle as a new hero, the Pink Devil. But despite MJ and Amy's friendship, their respective symbiotes cause MJ and Amy to battle, as Elsa's master finally reveals himself and moves to take MJ's symbiotic boots once and for all...
1. Prologue: Taking Shape

**Symbiotic Boots 2: The Spawning**  
**Prologue: Taking Shape**  
**by Boofka**  
**  
**_Thursday morning..._

Peter Parker put on his Spider-Man costume in front of his sleeping girlfriend, Mary Jane Watson. His stirring woke her up, startled to find him preparing and donning his costume.

"Pete, is everything all right?" she said, covering her naked body with her bedsheets.

Peter let out a sigh. "I have to report to Avengers Tower immediately, and then I'm probably off to the Helicarrier. One of our satellites is tracking a large movement of soldiers in Latveria, the stronghold of-"

"Doctor Doom." MJ interrupted.

Peter nodded. "We think they might be preparing an invasion of Symkaria, their neighboring country. But until they do, the US or UN cannot legally declare war. So, the President has asked the Avengers to patrol the area and prevent whatever it is Doom is planning, while the Fantastic Four is trying to track Doom down. Weirdly, he hasn't been spotted in weeks."

MJ nodded as she patted Peter on the back. "I'm sorry you have to go, hun. You know when you'll be back?"

Peter shook his head. "I don't. But hey, it was going to be a girl's weekend with Amy on her way, right? Now I'm just out of the way while you two girls take Manhattan!"

MJ laughed. "I'm sorry you'll miss her."

Peter shrugged. "I'm sure I'll see her soon. I'd just be a third wheel for you two!"

MJ softly hit Peter with one of her pillows. Peter kissed MJ goodbye, opened the window of their living room, and jumped down, flying through the air with the help of swinging on his webs.

MJ's attention moved towards her closet, where two tall, black, glossy rubber rain boots that had cleverly disguised the white spider-symbol adorning them were. Ever since the incident with Elsa, a trained mutant assassin who had successfully stolen the boots before MJ and her friend Jake got them back, MJ had only been the Booted Beauty a few times. It was getting harder and harder to avoid Peter, and the incident with Elsa had upset her. It had shown that her boots were powerful, and there were forces that were trying desperately to get their hands, or their feet, on them. Moreover, MJ was upset with how Elsa had tricked her telepathically, even if she did enjoy the experience the night after they met. However, with Peter off patrolling Latveria with the Avengers, MJ thought this could be the weekend the Booted Beauty came back, full force, into the superheroic community of New York.

* * *

_Thursday afternoon..._

MJ had play rehearsal, and left the apartment shortly after Peter did to go to work at the theater.

Meanwhile, a pinkish bubble gum like substance was expanding under the boots themselves, soon appearing like a pool underneath them. Finally, when it was formed enough, the pink goo moved out of MJ's closet, snooping around MJ's apartment. Frustrated in not finding a human host to which to create its booted form for, the pink liquid instead hid in an air duct, waiting for the opportune moment and opportune host...

* * *

_Thursday night..._

Three soldiers in black armor set up base on the roof of the building immediately across from MJ's apartment. Most of them were wearing night vision goggles, pointed directly at the apartment MJ and Peter shared. They set up various computers, surveillance equipment, and antenna in order to successfully spy on the red-headed woman across the street.

"The coordinates are correct, yes?" one of the soldiers said in a language that was not English.

"According to our master." A pause. "He got it out of Elsa, the mutant vixon. She's dead now. After failure to retrieve the boots, she outlived her usefulness."

The third soldier pipped up. "This is the apartment of Mary Jane Watson, the name Elsa shouted as the true identity of the masked hero known as the Booted Beauty."

One of the soldiers opened a laptop computer, and a bright screen shined on his face. He hurriedly typed, then closed the laptop.

"I have informed Central Command that we are prepared and unloaded. A surveillance van will be in the morning, so we can spy without being seen in the daylight tomorrow. Tonight, we look for the symbiotic life cells through our scan, to confirm this is the correct home. After that, we need to find the location of the boots, and then, retrieval."

The soldier's two comrades nodded, and continued to assemble their equipment for their surveillance.


	2. Chapter 1: Another Rainy Day in New York

**Symbiotic Boots 2: The Spawning**  
**Chapter 1: Another Rainy Day in New York**  
**by Boofka**  
**  
**_Friday, 11 AM..._

Amy stepped out of a taxi in front of MJ's apartment building. Amy was tall, blonde, and had an incredible body. She was wearing a blouse with a vest, jeans, and flats. She looked up and saw that it was drizzling. Looking up at the sky, as if spiting the weather gods, she muttered to herself "How typical..."

She was excited to see her friend after so long. MJ and Amy had gone to high school together, though MJ was a senior when Amy was a freshman, they had met as cheerleaders and became fast friends. Now, Amy was in her senior year at a college in nearby New Jersey called Braintree University. She had been wanting to visit MJ for a long time, but with her busy collegiate schedule, never had the time to do so until now, a week long break in the middle of the semester.

She grabbed her things, paid the cab driver, and made her way up to MJ's apartment. She knocked on the door, and MJ answered.

"AMY! Oh my god, I missed you so much!" MJ hugged Amy, and graciously let her come inside.

Amy took a look around. "Wow, this is great!"

MJ shook her head. "It's so small! It ain't much, but it's home!"

"Uh huh. Where is Peter, by the way?"

"Oh, uh, something came up at work for the Bugle. They needed him to cover, uh, the election. So he's in... Atlanta?"

Amy gave MJ a suspicious look, but dismissed MJ's stuttering as excitement for seeing her for the first time in a long time.

Amy now took the time to examine her friend. She was wearing a jacket, and a sundress, and two glossy, black rubber rain boots.

"I love your boots! They look so comfy! Where did you get them?"

MJ looked flushed, which once again puzzled Amy. "Oh, uh, these old things? I've had them for years. I forget where I got them..."

As if she wanted to change the subject, MJ pointed to the sofa in front of the TV. "That's where you'll be sleeping. It folds out, don't worry."

Amy nodded.

"So, I don't know about you, but I'm starving! Wanna go hit up one of New York's famous delis?" MJ asked

"Sure, yeah, absolutely!" Amy responded.

* * *

As Amy and MJ left, another presence neither of them was aware of was watching Amy in what could almost be described as lust. This pink symbiote wanted a host, a strong female host like its parent symbiote. It wanted Amy. She looked strong, healthy. The symbiote wished nothing more than to give Amy its abilities and feed off her in the symbiotic bond, which of course, was limited because of the caveat that Amy could only access the symbiote when she wore its booted form on her feet.

The symbiote looked at Amy, studied the curvature of her body, admiring it. As soon as the two women left, the symbiote came out of the air vent and onto the floor of MJ's apartment. Because the knowledge, abilities, and alterations of its parent, the only thing the symbiote knew what to take the form of were rain boots. It began forming two tall, pink, glossy rubber rain boots, making no attempt to disguise its true form, because it included a black spider-logo on them. The boots waited in front of the door to the apartment, waiting for their new host to arrive...

* * *

On the street outside the apartment, the surveillance team heard Amy's arrival, and sent a message to their master notifying him of the new presence in the apartment.

One of the spies commented, while they continue their work, "Another girl? Another girl complicates things. We were lucky to have the other resident, Peter Parker, gone. But this makes things trickier..."

The other spies nodded in agreement, and continued monitoring the apartment.

* * *

_Friday, noon..._

Amy and MJ went to lunch at a restaurant not too far from the apartment that was a favorite of MJ and Peter's. The two friends sat down, discussing what college was like for Amy, and MJ's acting career.

"Yeah, things are going really well!" MJ commented. "You still thinking about moving here after graduation?"

Amy nodded. "Maybe Peter can give me an inside track to the Bugle? They always need a web developer, don't they?"

MJ tapped her fingers on the table, wishing Amy knew Peter's secret so she could make a pun. "I'll see what I can do."

Lunch came, and the conversation continued as the two ladies scarfed down their lunch. After it was over, MJ peered over and saw breaking news on the TV above the bar. It said that there were multiple bank robberies conducted by Electro going down. Knowing Peter couldn't stop of it because of his expedition with the Avengers, and knowing her boots were already on her and that the transformation could be done without her going home, MJ began to formulate an excuse to try to get away from Amy and confront Electro as the Booted Beauty.

She pretended to check her cell phone. "Oh, shit!"

Amy looked up. "What's up?"

"Oh, I'm so sorry. There's an emergency costume fitting. Apparently the manufacturer screwed up, and they need me to come in immediately."

"Huh, that's weird." Amy replied.

Pulling out some money to leave on the table, along with the key to the apartment so that Amy could get in if she wanted, MJ asked "You remember the apartment number and how to get there?"

Amy nodded. "Yeah."

"I'm sorry this had to come up. Now you know the expression about a New York minute..."

Amy giggled.

"I shouldn't be longer than an hour. See you back at the apartment! Feel free to do whatever! This is New York, after all!"

MJ exited the restaurant, and ran behind it to where the dumpsters were. Ducking behind them, MJ said the words "Booted Beauty" and the symbiote began forming over, though it didn't cause her the pleasures it usually did because she was in a hurry. However, the symbiote began flowing over her beautiful legs, and under her skirt. As soon as it reached her undergarments, it ripped MJ's panties apart, as MJ took off her sundress, leaving her bra exposed. The symbiote then flowed over the rest of MJ's body as she took off her bra. As she did, the symbiote immediately covered up her perfect breasts, and soon after, it was only her head that remained as the only part of her body uncovered by the symbiote. MJ took her clothes and wrapped them in a ball. A hole opened up in the back of the suit big enough for the ball of clothes, and she tucked them in there, creating a bulge in the top part of her back.

"Uggh, I hate when I can't be naked when I become the Booted Beauty. It makes my back look like Quasimodo..." she muttered to herself.

Finally, the symbiote took over her face, enabling her super senses. The transformation complete, she put her hands on her hips, and then squired web fluid towards a nearby building, and began swinging towards the scene of the crime.

* * *

After paying the tab, Amy walked down the street to her apartment. She was disappointed that this thing at work had prevented MJ and herself from spending more time together, so she didn't feel like sightseeing without her friend. However, Amy felt comforted with the knowledge that her friend would only be gone an hour. Though, it was odd, Amy thought, that MJ seemed focused on the news story about the bank robberies and then this thing at work that came up...

It continued to rain. More than ever, Amy wished she had a fashionable pair of rain boots like MJ had. Her flats were getting soggy, and Amy's feet were getting cold.

Finally, Amy made it to the apartment building, and walked in. Climbing up the stairs, Amy arrived at the apartment, pulled out the key, and undid the lock. She walked into the apartment.

* * *

The symbiote, currently in its booted form, was positively gleeful. The woman it wanted to be its host was here, and without Mary Jane or its parent symbiote to interfere. The symbiote now waited for the time until Amy put on the boots and it would be allowed to reveal itself to its new master...

* * *

On the floor in front of Amy right as she opened the door were two tall, glossy rubber rain boots, in Amy's favorite color, pink!

"Oh my God MJ, you shouldn't have!" Amy squealed.

Amy was going to put them on immediately, but looked down at her jeans, realizing they were soaking wet from the rain. Amy slipped off her jeans, took off her now soaked socks and flats. Wanting to try out what she believed to be a gift from MJ, Amy couldn't hold it in any longer. Still wearing her vest and blouse, but stripped down to her panties, Amy put her bare feet into the boots. When they were securely in, she wiggled around her toes.

"Wow, they are so comfortable!"

She admired how shiny they were, and wondered about the black spider logo that adorned them. Despite that, Amy thought, only MJ would know her favorite color well enough to get them in pink! Amy was going to unpack, and tried to lift up her leg, but noticed she was stuck in place.

"What's going on...?" Amy asked, looking down at her boots, puzzled.


	3. Chapter 2: Revelations

_**Symbiotic Boots 2: The Spawning**_  
**Chapter 2: Revelations**  
**by Boofka**

Amy pulled at the boots, now securely on her feet without any sign of budging.

"Are they stuck...?" she asked to herself. She pulled at her leg harder, and eventually they let go.

She moved over to the sofa in MJ's living room to inspect them. They looked immaculate, like not only had they never been worn, but they had just come from the factory. They reminded her a lot of MJ's boots that she had commented on earlier.

Suddenly, the boots dissolved, leaving pink goo covering Amy's feet. Amy let out a scream, unsure of what was going on.

The goo started slowly moving up Amy's legs. Amy tried to push it back, fight it with her hand, but whatever she did was too little, as tendrils began forming and running up Amy's bare legs.

Amy tried to stand up, but fell over, powerless as the pink goo kept on spreading over her body. When it finally reached her panties, two tendrils violent ripped them apart, moving them off her body. This exposed her bare ass and shaved pussy. She screamed again, realizing that her privates were exposed. However, as the goo began coating her ass and then her pussy, she didn't let out screams of horror or terror, but coos of delight. The pleasure came in waves, and Amy felt herself orgasm, which caused her to moan loudly.

After a few seconds recovering from her unexpected orgasm, Amy looked down to see that the goo had moved under her vest and blouse, and were now forcing them off Amy's body. Amy began to move her now-covered legs, and noticed how different they felt. They felt stronger, and the substance covering them seemed warm and wet. She liked the way it felt against her bare skin. They also felt slightly rubbery, perhaps hinting, Amy thought, at their origin just a few seconds ago as rubber rain boots

Her legs, without her willing them to do so, suddenly forced her to stand up, and in doing, shook the now undone and unbuttoned vest and blouse off her body, leaving only her bra as the only clothed part of her body.

When it was done covering her midriff, the pink goo did move towards Amy's bra, and a tendril violently unhooked from behind, allowing it to fall off Amy's body into the pile of other clothes. Her beautiful, ample breasts were now briefly exposed before the pink goo covered them up as well. Amy let out a sigh of pure pleasure as this happened, the warm, wet goo caressing her nipples as it covered them.

The caressing of Amy's nipples distracted her from the goo covering her arms and hands, leaving everything covered on her body except for her face. When they were done, Amy looked down at her own body. A black spider-symbol had formed on her chest, and every part of her body was covered in a pink skin-tight suit.

"Oh my God, what the hell is-"

As if to muffle her before she could finish her question, the goo began overtaking her neck and head. Amy closed her eyes, unsure if she was going to die or be eaten by this horrible creature. After holding them shut for a few seconds, making sure she was still alive, she opened them, and saw that her vision had improved, and that she was able to scan and zoom in far better than her usual eyesight. Her hearing also improved, and she could hear the sounds on the street far below.

"Huh...?" she asked out loud again. She had wondered if something had even come on her face, she felt no different. In fact, she felt much better. Stronger, even. But still, there must be something on her face, because it too felt warm, wet, and rubbery like the goo rest of her body currently enclosed in.

Trying to find a mirror, Amy ran across the apartment.

"This is too weird..." she whispered to herself.

She finally found a mirror in MJ's bedroom, and went to examine herself. She saw herself, donning the skintight rubber pink suit. The black spider logo was still on her chest. Her face was masked with two black eye-patches. Her blonde hair had not been covered, but now looked better than it had when she had arrived in New York earlier in the day.

Amy turned around, not as horrified as she thought she would be. The symbiote did help to expose a lot of her sexiest features. Her bare ass was visible underneath the suit, as were her currently aroused nipples. Her thighs also looked plumper. It was like the goo had enhanced all the physical assets she had already had.

"Well, I don't know what this is... but I sure do like the way it makes me look..."

Looking at her hands and feet, and noticing they were slightly clawed, Amy sighed.

"I look like... a devil... or something..."

As if it could read her mind, two small pink horns came out of the top of Amy's head, a little bit below her blonde bangs. Simultaneously, a pink tail with a triangular tip formed right above her exposed ass.

"What the hell... what is this..."

Suddenly, Amy received flashes, memories she could only see in her head that she had never experienced. A black tar like substance escaping from a building. Mary Jane... was that Mary Jane? Mary Jane was trying on her black rubber rain boots, and a black skintight suit not unlike what Amy was currently wearing formed over her. Then Amy saw flashes of a pink substance growing out of the boots, and forming the boots she just put on.

The flashes in Amy's mind stopped. Mary Jane... this all had to do with her. Was she the mysterious Booted Beauty that had appeared recently?

As if the fates themselves knew Amy's question, MJ opened the door.

"Amy! I'm back! Just had to run..."

Amy walked out into where MJ was, and MJ immediately covered her mouth in absolute shock.

"Mary Jane Watson... what have you done to me...?" Amy asked pitifully, looking down at her new, slightly monstrous body.


	4. Chapter 3: Introductions

******Symbiotic Boots 2: The Spawning  
Chapter 3: Introductions  
by Boofka**

As Amy went through her transformation, the three spies listened in their van parked outside on the street. One of the beacons in their van started blinking, and the soldiers looked at one another.

"That means we have a confirmed presence of symbiote."

One of them nodded. This was the confirmation they needed.

However, one of them was on a computer, and reported that the Booted Beauty was currently fighting Electro.

"A new symbiote...?" one of the spies asked.

As they heard Amy's moans of pleasure, began looking in all the books and webpages they could for information about symbiotic spawning.

"Our master was happy with one set of boots, but two? This is becoming better for us all the time..."

* * *

"Thanks, Booted Beauty! We wouldn't have known what to do if you hadn't showed up. Looks like most of the other Avengers are involved in something else at the moment."

MJ nodded at the police officer. "Thank you, officer." She looked and saw Electro being hauled off into a SWAT team truck, still covered in MJ's symbiotic web.

The police officer raised an eyebrow. "Say, what's that thing on your back?"

MJ sighed. It was her clothes, still being kept safe underneath the symbiote.

"Oh, nothing. Don't worry about it. Have a nice day!"

With that, MJ spun her web and began to fly off into the skyline of New York towards her apartment. When she was close enough, she landed behind a dumpster where she was not in clear view, and willed the symbiote to make her invisible. It did, and MJ opened the awkward lump in her back and put her clothes back on over the symbiote. When she was done, the symbiote retreated back into her boots, and she was visible and in regular human form again.

MJ was disappointed that the battle with Electro had distracted her from spending time with Amy. Her friend had come all the way to New York to spend time with her, and she was busy fighting crime. Obviously, someone had to stop petty crime in New York while the Avengers were away, but that didn't take away from the fact that MJ wanted to spend time with her friend.

Walking up to her apartment, MJ began to think of ideas for things to do. A nice walk in Central Park? Statue of Liberty? Times Square? MJ began to feel excitement at the prospect of a fun day with one of her best friends.

MJ opened the door.

"Amy! I'm back! Just had to run..."

MJ turned around to see Amy covered head-to-toe in pink symbiote, not unlike what MJ herself resembled just minutes ago. A devil tail was on Amy's lower back, and horns jetted out of the top of her head. Her feet were not yet booted, which meant that the transformation had just taken place. MJ covered her mouth in shock. Whether she wanted Amy as part of her world as the Booted Beauty or not, it seemed like there was no choice on the matter.

"Mary Jane Watson... what have you done to me...?" Amy asked pitifully, looking down at her new, slightly monstrous body.

* * *

"Amy, I... I probably need to explain something."

With that, MJ took the transformed Amy by the hand and walked into her bedroom. MJ then proceeded to take off her clothes that she had just minutes ago just put back on.

"MJ, why are you changing at a time like this...?"

"Trust me."

Amy turned away from MJ as she continued to disrobe. MJ even took her boots off momentarily to slide her skirt and panties off, but immediately put the boots back on. When she was completely in the buff, MJ said "Booted Beauty," and immediately her own transformation started taking place.

Amy turned around. She saw a nude MJ, with rubbery black goo covering the lower part of her body, and spreading quickly over her body. Amy looked down and noticed that the tendrils and goo were originating from MJ's rubber rain boots, which had subsequently formed white spider-logos. It was then that Amy realized...

"Oh my God, Mary Jane! You're the Booted Beauty!?"

As the black goo covered MJ's ample, exposed breasts, she closed her eyes and cooed in delight, before focusing back to Amy's question.

"Yeah, I am. You can't tell anyone, Amy!"

"But... how? How is this possible?"

"I... I don't know. I can tell you the basics..."

By this point, the goo had covered all of MJ's body, and had moved up to her face. A few seconds later, and MJ's face was covered in a mask without a mouth similar to what Amy's face looked like, only black.

This didn't last long, because the goo melted away and revealed MJ's face, the only part of her body not covered by the symbiote.

"Wait... how'd you do that...?" Amy asked.

"It's a trick I learned recently."

"I don't want to learn tricks, MJ, I just want this goddamn thing off of me!" Amy covered her face with her new symbiote-covered hands, distraught at the possibility that this could be permanent.

MJ laughed, and as she did, she noticed tall, pink, glossy rubber rain boots form on Amy's feet.

"Well, you have your way out."

"What!? Tell me!? What do I do?!"

"The symbiote takes it's power from its original form, the rain boots you put on earlier. Now, all you gotta do is... take 'em off!"

Amy looked down, amazed that the boots had reappeared. Quickly, she sat down on the floor, and heaved and pulled until one of the boots was off. The entire pink symbiote rushed off of her body, leaving her completely naked except for one of the boots still on her foot.

Touching her face, her real face, with hands that were no longer covered by the suit, Amy felt relieved. But now that the symbiote had left her, she missed the way it made her feel, the way it accentuated her natural assets.

"So... how do I get it back?"

"Put the other boot back on, and say the phrase..."

"What phrase?"

"I don't know! You probably came up with it! It's a phrase you used to create your symbiotic identity."

Putting the other boot on, Amy thought about her initial reaction to being in the suit, and said out loud, "Uh... pink... devil?"

The symbiote immediately began to cover her naked body the way it had done for MJ shortly before. Before long, Amy was once again in her symbiotic suit, covered head to toe in pink goo. However, Amy did notice that the boots had not melted.

"Okay, so, how do I make my face... come out?" Amy asked of MJ.

"Just tell it to do that. In your head."

Amy did just that, and within seconds, the goo around her face started peeling away, revealing Amy's pretty face.

With her own, unaltered vision, she looked down at herself.

"Mary Jane, I knew we were going to have a crazy weekend, but this... this might be a little too crazy for me..."

MJ nodded. She motioned Amy to come sit by her. Amy did, and MJ began to talk.

"Here's what I know. There was an Oscorp project a while ago to make symbiotic clothes for the military. Shirts, pants, and... boots. Well, the project was shelved after a scientist added the DNA of Venom..."

"Oh god, that guy?!"

"Yeah, that guy. His DNA was added to the boots in order to get them to form that shape. Well, the symbiote got a mind of its own, and escaped. It ended up at a shoe store, where I bought them. I put them on, and as you can guess, had a bit of a shock when they revealed what they really were. But, I liked the power it gave me, so I began fighting as the Booted Beauty. What I didn't know is that the symbiote was feeding off of me, planning on taking my body over to free its kind in the Oscorp building. So, under the symbiote's will, not my own..."

"So you WERE the one that attacked the Oscorp building!"

"Yeah. Luckily, a friend of mine stopped the symbiote's intention, and created a substance called V-Plus that would negate the negative effects of Venom's personality. By the looks of things, and the fact that you can control it, it looks like the V-Plus effects were passed down from my symbiote..."

"So you're saying I'm wearing the spawn of your symbiote?!"

"Oh, probably. It never occurred to me that the boots would spawn, but I guess it makes sense..."

Amy looked like this was too much to take. "So you're the Booted Beauty, I'm wearing a powerful symbiote over my body, and it takes the form of rubber rain boots?! This is not what I was expecting this weekend, MJ. Not in the slightest."

MJ held out a hand in front of her friend. "Well, I happen to believe everything happens for a reason. If my boots spawned this symbiote, that must mean it's been waiting, and when it saw you, maybe it saw potential. I understand if this is too much. Hell, I was a little frightened when I started off. It's your choice. But Amy, it seems like destiny is calling you... and really, it's a lot of fun. The power... it's addicting. But more than that, with the power, there comes obligations. Responsibilities. You could do a lot of good. But I understand if you want out..."

"No, no. It's okay. I... I at least want to try it out, ya know. See if I could actually do... what you do..."

Amy took MJ's hand. MJ opened the window, and motioned toward it.

"Well, let's do some training on the roof."

"The ROOF!?"

"Come on, there's nothing to worry about!" With that, MJ put a hand, and then another, on the side of the building, and climbed up. Looking down at the street below and then gulping, Amy followed MJ, scared and trembling at first, but getting the hang of climbing eventually.

"Guess I need to get over that fear of heights pretty quickly..." Amy said to herself as she arrived on the roof with MJ.

* * *

For the past couple of minutes, the spies had been listening intently. One of them was playing back various soundbites from the conversation that Amy and MJ were having.

"Booted Beauty!"

"You're the Booted Beauty!?"

"The symbiote takes it's power from its original form, the rain boots you put on earlier."

Another one of the spies was on the phone, talking quickly in his native tongue to a person on the other end of the line.

"Yes, we have confirmed. The second girl, we believe her name to be Amy, has confirmed Mary Jane Watson as the Booted Beauty. Yes, Watson confirmed it too. More importantly, the boots have spawned. Yes. Yes. No, not at this time. I cannot tell. We will play back that part of the conversation."

Pointing at one of the other spies, he hit a button, and Amy's voice loudly came up in the van: "So you're the Booted Beauty, I'm wearing a powerful symbiote over my body, and it takes the form of rubber rain boots?!"

The other line was silent for a while, before it started talking to the spy again. The spy confirmed everything one last time, then hung up.

"We are to monitor the situation for the time being. The issues are rather sensitive, obviously. But the sooner we can move in, the better. Hopefully, we strike tomorrow morning."

The third spy turned around. "Sir, they're climbing the building!"

All three spies gazes at a computer monitor showing the Booted Beauty and a pink symbiote climbing up MJ's apartment building.

"They look... powerful..." one of the spies said, and his two partners nodded in agreement.


	5. Chapter 4: Learning the Ropes

_**Symbiotic Boots 2: The Spawning**_

**Chapter 4: Learning the Ropes**

**by Boofka**

Amy and MJ arrived on the roof of MJ and Peter's apartment building. Amy looked out at the New York City skyline, feeling a rush of power. She felt like she was on top of the world, and based on the view, she literally could have been.

Amy felt MJ's rubbery hand on her shoulder.

"Helluva view, huh?" MJ asked.

Amy said nothing, still looking towards the city. She was contemplating what had happened, the strange twist of fate that had brought her to this moment...

MJ began talking. "So, you might have noticed some of the symbiote's features. Like accentuating certain, hmm, assets." MJ looked down at Amy's exposed ass covered in the skintight pink rubbery goo, then muttered to herself "You always did have the cutest little buns..."

"What was that?" Amy asked.

"Oh, uh, nothing." MJ responded. Quickly changing the subject, MJ continued.

"But that's just the tip of the iceberg. Your senses will be incredibly powerful." MJ then motioned Amy to come to the edge of the roof. MJ pointed at a man on the street talking into his cell phone.

"Listen to what that guy is saying." MJ commanded.

"But, I, uh... how?"

"Just focus. It might take awhile for the symbiote to focus, but yeah, just try to hear a few words of what that guy is saying."

Amy did focus, and at first the sounds that she was listening were all rather loud and overwhelming. She heard cars, conversations, people stepping on the ground, brakes, and everything in between. She wanted it to stop, until she looked down at the man again and heard him talk.

"I don't care! Tell corporate we can't do a recall if..."

Amy turned her focus away, back to MJ.

"Wow, that was cool," she told her friend.

MJ nodded. "Your sight will also do some incredible things. Go ahead. Look back towards downtown. Try to focus in on something."

Amy squinted her eyes, and looked at the Empire State Building. Almost immediately, her symbiote-enhanced eyesight zoomed in onto the world famous skyscraper, so much so that she could see the tourists on the observation deck.

"That's incredible!" Amy remarked.

MJ nodded her head. "It can also do night-vision, heat vision, anything and everything in between. You need it, the symbiote provides it."

Amy turned her attention back to MJ. As she looked at MJ, MJ made a thin web of black, symbiotic webbing come out of her wrist and onto the ground.

"Because the symbiote was influenced by Spider-Man, you have webbing. It's great to use in a fight to restrain bad guys, but you get the best thrill from using it to swing."

With that, MJ fired a strand at the building across from the roof of her apartment, and her legs prepared to jump.

"C'mon! Just a brief tour around the block! Don't worry about manually willing it. The symbiote will know what to do."

With that, MJ jumped up high in the air and swung towards the building across from where she and Amy were standing. Amy watched as MJ cast another web and began swinging around the building.

Amy gulped. She positioned her wrist like MJ had just had, but didn't know how to summon the web.

"Umm... go web?" she muttered.

A web flew out of her wrist and unto the building. She gulped again before jumping high and swinging towards the building. She loved the freedom of being high up in the air, the way the accelerating wind felt through her hair. However, she briefly panicked as she thought she was going to hit the building, only to have the symbiote, without her willing it, cast another web that prevented her from crashing into the building. She circled around the building like MJ had said, loving every minute of it.

After a few minutes of swinging and getting the hang of her new abilities, Amy saw MJ on a different roof now, and swung over to meet her on top of it. Amy landed on her booted feet, and looked at MJ.

"Exhilarating, isn't it?" MJ asked.

"More than anything." Amy replied.

MJ nodded. "I remember the night when I first became the Booted Beauty. It was incredible. I remember screaming because it felt so good, so liberating, to be flying. Well, I guess not flying... you know what I mean."

Amy nodded.

MJ continued. "Any way, for your final lesson, you need to learn how to fight."

Amy was taken aback. She put her hand to her chest.

"MJ, I don't know... swinging around is one thing, but learning how to fight... I don't know if I want to get into the crime-fighting business..."

"Amy, like I said, there has to be a reason the symbiote picked you. Plus, like a lot of other things you've discovered, the symbiote does most of the work for you. Besides, this isn't training to be a superhero per se. Let's call this... 'just in case you ever need it.' Who know, maybe I'll be incapacitated and I'll have to rely on you!"

Amy shrugged. "Well, I guess I don't see the harm in learning what to do just in case something happens..."

MJ clasped her hands together. "Great!"

MJ moved over next to Amy. "The symbiote has already given you a lot of strength, more than even the best bodybuilder on Earth. I know you don't look like it, but you could give Captain America a run for his money."

MJ then walked over to a metal door that was on the roof. She punched it, and immediately the door came off its hinges and fell down. Amy came over and saw the great impact MJ's punch had left on the door itself.

"Wow." Amy murmured to herself. It was hard for her to believe that the energy that caused MJ to do that was also running through her now...

MJ looked back over at the startled Amy. "Yeah, that's just a taste of the power. However, it's best that you attack with your feet, since that is where the boots are located, so it's easier for them to land crushing blows."

MJ backed up away from Amy. "So, come on."

"What?" Amy asked.

"Hit me. Fight me. I can take it. The symbiote can deflect bullets, and helps deflect a lot of kinetic energy and pain."

"MJ, I can't do that..."

"Just come at me with a handspring. Feet-based attacks, remember?"

Amy sighed a heavy breath, then leapt up in the air, landed on her hands, twirled in mid-air, until her booted feet collided with MJ's chest. MJ took a couple of steps back, recovering.

"Oh my God! I'm so sorry, Mary Jane!" Amy called out.

MJ laughed. "You're fine. Like I said, I can take it. Good, so you're getting the idea. Let's see how you are hand-to-hand."

MJ lunged for Amy, and Amy deflected MJ's arms. Amy kept on deflecting a variety of hand-and-arm based attacks from MJ, without even registering what was going on. The symbiote was in control now.

Suddenly, the pink symbiotic goo on Amy's both of her forearms stretched out and became two shields to better block MJ's arm attacks.

MJ stopped attacking and took a couple of steps back.

"Whoa." MJ muttered to herself.

"Well, that's pretty cool. Why didn't you tell me this could happen?" Amy asked.

"I didn't know." MJ replied. "It must be... a mutation."

MJ felt a throbbing pain in her temple. A voice rang out in her head.

_The spawn is better than us... The spawn is stronger than us... The spawn must be destroyed..._

MJ began to feel lightheaded and woozy.

"MJ!? Are you okay?" Amy shouted as she saw her friend, with her hand to her head, walking around as if she were dizzy.

MJ turned around, and a deeper voice than MJ's shouted "NO!"

Amy gasped in horror as MJ crouched over, but yet seemed to grow taller. A hole in MJ's mask opened up where her mouth would be, and out popped sharp teeth and a large slobbering tongue. Six-pack abs formed, and MJ's appearance became more muscular.

As MJ stood up, Amy noticed MJ's hands resembled claws, and clawed, symbiote-covered feet had ripped through her boots.

"THE SPAWN MUST BE ELIMINATED" the voice emanating from MJ's mouth shouted, causing a panicked Amy to scream...


	6. Chapter 5: Confrontations

_**Symbiotic Boots 2: The Spawning**_

**Chapter 5: Confrontations**

**by Boofka**

Amy continued to back away from the more-monstrous MJ that was making her way towards her.

Suddenly, the bulkier, more muscular MJ stopped, and appeared to have a seizure. She bent down on one knee. Amy paused, and looked at the fact of the creature. Symbiotic goo was moving in order to reveal MJ's true face. Amy looked startled, while MJ opened her eyes. She appeared to still be dizzy, and she looked up to discover Amy.

"Amy! I don't know what's happening! The symbiote is taking me over again! But... it's not as bad as before. I can control it from time to time. I'm not sure what it wants... I think it wants your power..."

Amy put her hand to her chest.

"MJ, I'm still not sure I want this. What if I just give these boots to you...?"

"Trust me, I..." The goo around MJ's face startled to ripple, and MJ looked panicked.

"AMY! RUN! I'LL DO WHAT I CAN TO STOP..." was the last thing Amy heard as MJ's head was once again swallowed by the symbiote. The face reformed, showing off the massive set of teeth and the slobbering tongue more associated with other symbiotes.

MJ ran towards Amy. Amy panicked. She looked over the side of the building there were standing on, and a heard a voice say

"Jump."

Thinking she had no other choice in the matter, Amy gave herself a running start and jumped off the side of the building. There was only one problem: the web wasn't forming.

"Oh no! The web!" Amy screamed as the ground came looming closer and closer until...

Amy looked at her sides. The symbiote had stretched out to create what appeared to be a sort of wingsuit between her sides and her arms. Amy used this to glide away from the building, hovering above the city streets.

"Phew. That was a close one." Amy murmured to herself. Using her enhanced listening, Amy tried to track down where MJ had gone. She couldn't hear anything, not the monstrous roar of a symbiote or any sort of associated destruction.

After making some distance away from MJ and the top of the roof they were on, Amy descended down towards an open roof. The wingsuit disappeared, merging back with the rest of her regular suit.

Amy looked around, standing alone on top of the advanced sight still gave her no clues as to MJ's current whereabouts.

Suddenly, Amy's eyesight zoomed into an adjacent building. She was not willing this, but the symbiote had taken full control, zooming into a spot on a window where it looked like there was nothing noticeable... unless...

As if knowing Amy's curiosity, the symbiote turned on thermal vision, and then and there Amy could see, clear as day, the red thermal outline of a clawed foot.

"She's close..." Amy said to herself.

Just then, Amy's symbiotic suit began to freak out in a way reminiscent of Spider-Man's spider-sense. Without willing it, Amy squatted down just as the monstrous, symbiotic MJ jumped from hanging onto the building in order to grab Amy. The symbiote fell down, roaring in disappointment that Amy had been notified of its presence.

Amy tried to run, but was quickly tackled by MJ. The symbiote gave Amy a lick with its large, slobbering tongue. Amy shook it off in disgust.

"MJ! Please tell me you're still in there!" Amy screamed to no effect.

The symbiote roared in Amy's face, then grabbed her wrists, holding her down against the empty roof. The symbiote then began releasing tendrils all over Amy's body that struck her symbiote suit, stinging her.

The symbiote then moved its hands to Amy's boots, seemingly wanting to take them off. Amy, panicking, didn't know what to do. It was then that she saw one of her hands turn into a long, sword like instrument. Realizing she was running out of time, she swiped across the symbiote before it could pry her boots off. Black liquid sprayed out from where Amy had attacked the symbiote, and the symbiote let out a massive shriek as it fell over, tending to its wounds.

"Oh my God! MJ!" Amy shrieked, hoping she had not her friend too much.

While the symbiote was writhing in pain, Amy heard what she recognized as MJ's voice. "I'm fine. Keep moving!"

Amy ran away from the symbiote, and jumped down to street level, catching herself on an adjacent building before landing on the ground gently.

"I need to find a way to blend in. The symbiote will have way too easy a time identifying me if I'm decked out like this..." Amy whispered to herself.

Suddenly, the mask of the symbiote dissolved, and Amy noticed that the composition and layout of her symbiote suit had changed. She was now wearing a catsuit, of the composition of either latex, rubber, or some sort of combination of the two. It was pink, but fitted her well. Her boots had not changed at all, still adorning her feet. The neckline went down, revealing cleavage. Her previously exposed breasts and ass were tightly concealed under the catsuit.

"Well, I suppose it could be worse..." Amy said, looking down, admiring her new ensemble, but at the same time worried about how tightly it hugged her body and accentuated her curves, especially now that she had to go walk around in public. But, she felt a sensation in her catsuit, one she interpreted as the symbiote saying something like "Hey, this was the best I could do!"

However, before she could focus on that any longer, she felt another tingle in her catsuit, but this one was different. She could tell this one was alerting her to the fact that the symbiote that was chasing her was not stopping. Amy quickly ran out of the alley where she had transformed and onto a busy, crowded New York street. She rolled her eyes as men's jaws dropped at the sight of her revealing look, or as they would turn around after they passed her to look at her from behind.

After walking a few blocks, she saw three European-looking men in dark suits and sunglasses walking towards her. She gave them no mind, but the symbiote shook, alerting her that these men might be walking towards her specifically.

She turned around to walk away, checking behind her occasionally to see if the men were still there. At every glance, they still were. After walking back where she came, Amy ducked into the alley where she had transformed into her catsuit, hiding behind another alley parallel to the street she was walking on.

"What the hell is going on... I'm really starting to resent this damn thing..." Amy murmured to herself.

The symbiote would not allow Amy to contemplate that kind of talk for too long, because it reformed on her face and returned to its normal composition. Amy was alerted to danger, and she could tell where it was coming from.

"The symbiote..."

MJ jumped down from the building Amy was standing next to and delivered a body slam that left Amy on the ground, gasping for air. As soon as she had regained her composure, Amy kicked MJ, sending her flying backwards.

Before Amy could stand up, the symbiote was on top of her again.

"THE SPAWN MUST BE DESTROYED!" the symbiote screamed again as the tendrils Amy had encountered on the roof before began to pop out of the symbiote, stinging Amy across her suit, as once again, the symbiote moved towards Amy's feet. However, some of the tendrils wrapped themselves around Amy's wrists, making sure her hands were not allowed to move.

Amy closed her eyes. She was not sure if the symbiote just wanted to take the boots and be done with it, or if killing Amy was also part of the equation.

As she thought that that the end might be near, she heard the symbiote roar, and felt it collapse beside her. She opened her eyes and looked up. Standing in front of her was a short, slender boy with glasses, welding a gun that, judging by the smoke emanating from it, had just been fired. Behind him was a black minivan with the logo of Oscorp adorning it.

"Hi, I'm Jake." he greeted her with.

"I... uhh..." Amy hesitated. She didn't know how to respond.

"It's okay. You can trust me. I know Mary Jane, and her secret. I developed the boots... the ones that seemed to have spawned the ones you have on your feet right now." Jake said. "All I did was subdue the symbiote from its full morph. See?"

Jake motioned towards the collapsed MJ, and Amy turned around. Sure enough, the symbiote was not the monstrous being Amy had been encountering, but the subdued, unconscious Booted Beauty.

Amy's mask began to dissolve as she revealed her true self to the boy who had just saved her life.

"I'm Amy." she said quietly.

Jake nodded. "Nice to meet you, Amy. But I'm afraid there's no time for pleasantries just yet. You're being followed, and I cannot vouch for whoever they are. It doesn't sound like their purposes in contacting you are as noble as my own."

As Amy started to get up, Jake outstretched a hand. "May I?"

Blushing slightly, Amy put her hand in Jake's, and Jake helped hoist her up.

"Here, help me lift MJ into the van. We need to get to my lab. I think I have a solution for what's happening to her right now..."

Amy and Jake got on either side of MJ and lifted her unconscious body into the back of the van. Jake got back into the driver's seat, while Amy, quickly allowing her symbiote to morph into her earlier catsuit appearance, got into the passenger seat. The van pulled away as the three men in dark suits arrived, and Amy could spot them in the rear view mirror.

"So, uh, Jake..." Amy began. "You mind telling me what this is all about...?"

**NEXT TIME: WHAT WAS JAKE UP TO WHEN THE SYMBIOTE-CONTROLLED MJ WAS HUNTING AMY? WHAT DOES HE KNOW ABOUT THE MYSTERIOUS SURVEILLANCE TEAM? YOU'LL FIND OUT!**


	7. Chapter 6: Jake & the Surveillance Team

_**Symbiotic Boots 2: The Spawning**_  
**Chapter 6: Jake and the Surveillance Team**  
by Bookfa

Several hours earlier...

Jake Thompson sat in his office at the Oscorp building, tinkering with a model of a new type of robotic supersuit for S.H.I.E.L.D. on his work PC, when a notice opened up on his computer.

WARNING: CODE 4585  
RADIO SIGNALS DETECTED AT B.B. LOCATION

Jake shut down what he was doing, and immediately pulled out a laptop. He located the program he wanted, and sure enough, the display screen seemed to confirm what the notice on his PC had already said.

Jake had, just a few weeks ago, placed sensors around the apartment of Mary Jane Watson to detect things like rogue radio signals and other surveillance equipment, and he did this without Mary Jane's knowledge. In the wake of the incident of Elsa, it was clear to Jake that someone had discovered her secret identity and was determined to capture either MJ or her boots for some sort of purpose. Elsa was only the beginning, Jake believed.

He would have to go to MJ's apartment to find out what was going on, his equipment would not allow him to trace or listen in on these transmissions, whatever they were, from his office. In addition, Jake had set up the equipment to only trigger an alarm for certain radio signals off the central mainframe, so it would take a lot to set one of his devices off. Since he had installed them, they had not gone off. This didn't seem like a false alarm...

Jake packed up his laptop, and then opened the safe under his desk to reveal further contraptions that would allow him to overhear these mysterious transmissions from the safety of an Oscorp van. He also opened a cabinet to reveal an unopened box that Jake picked up and carried under his arm. He prayed he would not have to use it, but in case the worst were to happen, it was good to have it. Just in case...

As Jake walked out of his office, he bumped into his boss, Mr. Denzen. Jake cursed silently to himself. He would now have to make up some sort of excuse for using company property.

"Ah, Jake. How are you today?" Mr. Denzen said, his aggressive demeanor still shining through his fake politeness.

"Just fine, Mr. Denzen. You actually caught me in the middle of some important company business. There is a sample of radioactive material collected from a recent superhero battle on..."

Mr. Denzen slapped Jake on the back of the shoulder. "Whatever it is, Jake, I'm sure I'll hear about it soon." With that, Mr. Denzen walked away, and Jake sighed a breath of relief.

Jake then got on an elevator, and descended towards the Oscorp garage at the bottom of the building. He signed in with one of the guards, but his high rank at the company didn't require any oversight or second-guessing. He picked an open van, and left the garage.

After a few minutes of travel, he was in front of MJ's apartment, and he quickly noticed another van across the street from the apartment building.

Jake put the machine he had gotten from his safe on top of the van. It was listening device small enough not to arouse any suspension. He hooked it up to his laptop, and tried to focus on the specific signal coming from the van. Within a few seconds, he believed he had narrowed in on it.

There was a Eastern European dialect Jake did not understand coming from the speakers on his laptop. But then, there were unmistakable phases in clear English.

"Booted Beauty!" Jake knew that was MJ's voice, most likely being played on playback.

"You're the Booted Beauty!?" Jake was startled to hear a woman's voice he did not recognize. MJ did not just reveal her secret life as a symbiotic superheroine to just anyone. Jake hoped that this was a close friend or family member who had perhaps stumbled onto MJ's secret.

The Eastern European language came on again briefly, before Jake heard another English phrase. It was the unknown woman's voice again.

"So you're the Booted Beauty, I'm wearing a powerful symbiote over my body, and it takes the form of rubber rain boots?!"

Jake let out an audible gasp. This was something he thought his tinkering with the symbiote had prevented. A spawning. A new generation. New generations of symbiote were unpredictable. Jake remembered the powers and abilities of Venom's offspring, Carnage, being far beyond that of its parent. With MJ's original boots being created in a laboratory, there was no telling what this new spawn could do...

Jake looked up at saw the figure he knew to be the Booted Beauty, ascending the apartment building, followed by a female figure covered in pink, skin-tight symbiote. She had blonde hair, and a small tail that resembled a devil's tail. Jake squinted, and thought he could make out too miniature horns poking out of her forehead.

Jake heard shouts in the mysterious language that were either panicked, excited, or some sort of combination of the two. Jake watched MJ and the mysterious pink symbiote host on the top of the roof for what was a couple of minutes. Then, without warning, MJ swinged away from the building, followed shortly by the pink symbiote host. Jake heard yelling again as the van he was keeping tabs on turned on its ignition and sped away.

Jake followed the van, watching the two symbiote-covered women swing above him and land on the roof of a new building. Once again, the mysterious van was parked in front of this new building. Jake couldn't see what was going on, but the voices on his computer kept shouting.

"Whatever is going on, it's important to these guys." Jake said to himself.

Suddenly, Jake saw the pink symbiote host jump down, flailing her arms until the symbiote appeared to create an aerodynamic wingsuit.

"Well, ain't that something..." Jake said. These new abilities were unlike anything he had seen with MJ and the Booted Beauty.

Shortly after that, Jake saw a more monstrous figure following the path of the pink symbiote host. Jake gasped in horror as he knew what this figure was.

"MJ... the full transformation... but how...?"

Jake recalled his study of symbiotes and how they reacted to their spawn. Usually, it wasn't good. The parent would often times try to kill the offspring because of the offspring's enhanced abilities. Perhaps, because Jake's experimentation didn't prevent and wasn't prepared for the possibility of a spawning, maybe the presence of the offspring triggered something in MJ's symbiote. Something V-Plus, the substance that suppressed Venom in MJ's symbiotic boots, didn't prevent. Right now, the symbiote is acting, sans MJ, on its most carnal needs, and the V-Plus substance Jake injected it with couldn't stop that. However, he could probably create something in his lab at the Oscorp building to remedy this...

He followed the van, which was following the pink symbiote host. Jake looked in the rearview mirror and saw that MJ closing in behind them. The van stopped as the pink symbiote host landed on a rooftop. Jake looked up at the rooftop, and watched as the pink symbiote host looked around, as MJ ascended the building towards her. The pink symbiote host ducked as MJ tried to grab her. Suddenly, MJ had the pink symbiote host on the ground, and Jake could tell what MJ's symbiote was trying to do. It looked as if it was trying to steal MJ's boots. Again, Jake couldn't believe it when the pink symbiote revealed a new mutation, the ability to form sharp objects, as it slashed away at its attacker.

The pink symbiote host escaped, and jumped into an alley Jake could not see. After a few seconds, a young blonde girl decked out in a skintight pink latex catsuit and rubber rain boots emerged. Jake had no doubt who girl was: the host of the new symbiote.

"I'll be damned. This new symbiote is full of surprises." Jake said.

Suddenly, Jake heard shouts on his computer as the surveillance van sped up to park in a nearby open space on the street. This gave Jake time to prepare for the option he had hoped he wouldn't have to use today. He opened the box, sitting on the passenger seat, that he had carried out of the Oscorp building earlier. Inside was a modified version of the S-Disruptor, a weapon Jake had invented to stop symbiotic threats. This version would only stun the symbiote. He assembled the weapon while watching the van.

He looked up and saw three men in dark suits and sunglasses emerge from the van. Jake looked in his rear view mirror and saw the girl in the pink catsuit walking towards him. He looked back at the three men, they looked like were trying to intercept the girl. But, Jake had every confidence that the girl and her symbiote could handle things if they got too messy. Their absence from the van did give him an idea though. Leaving the S-Disruptor in the passenger seat, he grabbed a heavy metal pole that was in the back of the van and opened his door, walking towards the mysterious surveillance van. The men in the suits seemed too focused on the girl to notice Jake running towards their vehicle. Jake was relieved when he arrived at their van to discover it was unlocked. He opened the back of it, and discovered multiple displays, computers, servers, and other devices. He smashed as much as he could with the pole, destroying all the devices in the back of the van.

"Let's see how well they can track the girls after this..."

Realizing that he had done enough damage and his focus was better used elsewhere, Jake ran back over to his van. He saw the girl was walking away from the men in suits. On top of the building where he witnessed the fight between symbiotes minutes earlier, Jake squinted and saw a figure coming to on the roof. He could only assume it was Mary Jane, trying to continue her mission to destroy her spawn. He started up the car, and followed the girl, who had ducked into an alley. He pulled into the alley quietly, and saw MJ body slam the pink symbiote host.

"Now's my chance. Here goes nothing." he said to himself.

He picked up the S-Disruptor and opened the door. MJ had pinned the pink symbiote host to the ground, wrapping tendrils around her so she couldn't move. Jake quickly aimed and fired at MJ. He heard a monstrous howl as the tendrils retracted and she collapsed on the ground with a loud thud.

The pink symbiote host looked up at Jake. He couldn't see her eyes, but he was positive she was confused. He thought it best to be polite to alleviate the tension of what was going on.

"Hi. I'm Jake."


	8. Chapter 7: Solutions

_**Symbiotic Boots 2: The Spawning**_  
**Chapter 7: Solutions**  
by Boofka

_Friday, 2 pm..._

Jake and Amy were in the Oscorp van, carrying the unconscious MJ back to the Oscorp building.

"And that's how I came to discover where you were. And disabled the surveillance van in the process. Don't worry, I don't think those guys will be spying on you anymore..."

Amy paused, before saying "I still have so many questions!"

"Okay, well, give me one."

"Okay, like... why did Mary Jane attack me?"

"The presence of a spawn, or that thing you have covered around your body, caused the symbiote to react. Because we had fixed the way the boots acted by removing the presence of Venom, we didn't account for other natural symbiote behavior. So, the arrival of a spawn... triggered a more primal, natural response, I guess."

Amy looked at Jake. "I'm still not sure I can trust you."

Jake let out a laugh. "Trust me or not, I'm the only person with the capabilities to prevent MJ from trying to kill you again."

"Okay, well, about you tell me more about you. These boots. The symbiote. Everything." Amy asked.

In the remainder of their drive back to the Oscorp building, Jake laid out the history of his involvement with the symbiotic clothes division, the escape of the boots, MJ's rise as the Booted Beauty, and the attack on the Oscorp building that followed.

"I wonder if those guys who tried to chase you down have any connection to Elsa..." Jake wondered aloud.

"Elsa?" Amy asked.

"A nasty mutant MJ encountered a while back. She wanted the boots, and had them on for a period of time. Maybe she was just reconnaissance, and these guys are here to finish the job..."

Jake pulled into the Oscorp garage, and parked the car.

"Now, listen, Amy. I need you to do me a favor." Jake pleaded.

"What's that?" Amy responded.

"You see that guard over there?" Jake pointed to a guard, reading a book in front of an elevator. "I need you to knock him out. Otherwise, we can't get up to the lab."

"How do you suppose I do that?"

Jake sighed. "You can climb on walls. I'm sure you will think of something."

Amy opened the car door, and noticed the symbiote reforming on her hands. The mask and other parts of her symbiotic costume didn't return, it didn't need to. She was just still dressed in her catsuit, just with the addition of what looked like gloves.

Jake opened his car door and walked over to the guard. He signed in his name into a log book.

"So, uh, interesting weather we've been having..." Jake said, in order to make small talk to give Amy enough time.

The guard just grunted. Jake was running out of ideas for conversation starters, until Amy detached herself from the ceiling, delivering a crushing blow to the guard.

"Good enough?" Amy asked.

"Oh yeah. C'mon, let's get MJ out of the van."

The two returned to the van, opened the back, and carried the unconscious MJ to the elevator. The elevator opened, and three figures went inside.

"We're going up to my lab. Hardly anyone comes up there, and I'll lock the doors and close the blinds. You'll be safe."

Amy nodded, and the elevator began moving upwards. Soon enough, they were on an empty floor. Jake and Amy continued carrying MJ until they reached the lab, Jake unlocked the door, and opened it. They laid her down on a table.

"Amy, it'd probably be best for you to take your boots off for the time being. Before I come up with an antidote, there's still a very good chance MJ's symbiote will respond... negatively to the presence of the spawn."

"But, Jake, under the symbiote, I'm-"

"Oh, don't worry. I know how you and MJ have a tendency to like to disrobe for symbiotic interaction." Jake rolled his eyes. "I have some clothes in the back. I was always prepared just in case a situation like this came up that required me to operate, or experiment, or whatever. But before you go..." Jake took out a needle and stabbed Amy with it. She would have reacted, except it didn't hurt. It was only on the symbiote, and a small amount of it came into the syringe. "I need to analyze your symbiote's DNA." Jake finished his thought.

Amy went to the back of the lab, away from where Jake could see her, and sure enough, there was a box of women's clothing. Amy sat down, and removed one of the boots, and she was instantly no longer wearing a latex catsuit. Instead, she was completely naked, except for the one boot that had not been taken off yet. Amy touched her skin, kind of relieved she didn't feel the rubbery second skin of the symbiote, but also missing it at the same time. She put on a bra, panties, a pair of shorts and a t-shirt, and walked back over to wear Jake was. Jake was on his laptop, with two vials of what appeared to be small samples of Amy and MJ's respective symbiotes attached to the computer. Amy then heard a slight groan. MJ appeared to be coming to.

Jake motioned Amy over to his laptop. The display showed DNA sequences for the two different symbiotes.

"This is fascinating. According to this, with the proper stimulus, you can transfer your enhanced abilities that MJ's symbiote doesn't have... to MJ's symbiote. "

"What about the fact that her symbiote wants to kill me. Any solutions?"

"Just about. I've narrowed the problem on the DNA, so it's just a matter of creating something that will nullify those genes. I could create a formula for your symbiote as well. To transfer your powers so you guys can be equals. You want that?"

Amy thought for a moment. She did think it unfair that MJ had been the Booted Beauty for much longer than Amy had her symbiote, and yet Amy's symbiote was the one with the enhanced powers.

"Sure, why not. It won't be painful, will it?"

"Not in the slightest. Though I don't know what side effects there could be. We're trying to manipulate symbiotic pheromones, and if they began to mix with human pheromones... well, let's just say, you would be in for one helluva an evening" Jake said.

"What's that supposed to mean?" Amy inquired.

"If my theory is correct, you'll know soon enough." Jake said, suppressing a laugh.

MJ began to stir, and after another groan, she was sitting up.

"What's going on? Where am I?" she asked groggily. "Jake? Amy? Wait, you two know each other? What the hell...?" MJ examined her body, still covered by the symbiotic suit. "And why am I still the Booted Beauty?"

Jake smiled. "MJ, calm down. You're okay. You've been hit with a modified form of my S-Disruptor. It stopped the full bonded you from trying to hurt Amy here..."

As if snapped back to reality, MJ seemed to recall what had happened earlier at Amy's training.

"Oh my God, Amy, I'm so sorry! You gotta understand, the symbiote took control. It wasn't my fault, I was-"

"It's okay, MJ. I understand. Jake explained that you weren't in control." Amy said.

"Uh huh. And how is it you two came to meet...?" MJ asked.

Jake cleared his throat. "Well, MJ, it all started this morning. I received an alarm that someone was using rogue radio signals around your apartment."

"How did you figure that out?"

Jake hesitated. "I had equipment set up outside your apartment building after the situation with Elsa."

"YOU WHAT!?" MJ screamed. In a fit of rage, she pinned Jake to the wall, her arm against his neck.

"I trusted you, Jake! Why the hell didn't you tell me!" Surprisingly, it was not herself MJ was most concerned about. She was afraid that Jake could have used his equipment to discover Peter's secret identity as Spider-Man.

"Mary Jane! What are you doing? He's your friend! Let him go!" Amy pleaded.

MJ obeyed, and Jake rubbed his neck before continuing.

"MJ, the equipment was not to spy, but to monitor. I had an alarm set up if anyone was spying on you. And, as it turns out, someone was."

"What...?" MJ gasped in horror.

Jake then recounted the story of going to her apartment building, the discovery of the surveillance van, following it as it followed MJ and Amy, his destruction of the van's machinery, and his rescue of Amy.

"So, right now, we're working on a way to nullify the part of the symbiote's DNA that made you act the way you did earlier today, as well as a way for Amy's symbiote to transfer some of its abilities to your symbiote. We should be done relatively soon, once my computer tells me what chemicals to add to make both formulas."

MJ nodded. "What about the spies?"

"I don't know what to tell you. All I know is that they know you're the Booted Beauty. I speculated to Amy earlier that they might be tied to Elsa..."

A shiver went through MJ. Reliving that awful situation made her anxious, and the fact that these spies could be related to the mutant villainess who caused her so much pain only made her even more uncomfortable.

Jake continued. "So if I were you, I wouldn't take those things off for a while. Even while you sleep. That goes for you, too." Jake pointed at Amy.

MJ seemed worried. "But what about my boyfriend? He's out of town at the moment, what do I tell him when he comes back about why I'm wearing rubber boots to bed?"

"You haven't told him?" Jake asked, surprised.

"No." MJ said. "Not yet."

"Well, I suggest you get ready to tell him. These guys won't rest until they have you or the boots. Or Amy, now that she's in our little operation now."

MJ gulped. Jake had no idea how much telling Peter about her secret life as the Booted Beauty would complicate things between them. MJ wished she could tell Jake why she had such reservations, but she knew that would be impossible.

* * *

The three spies were inside their van. Two of them were surveying the damage Jake had left, while another one was on a cell phone.

"Master, we have had several major setbacks... Yes, I understand... An unidentified ally of the Booted Beauty attacked our van. Our surveillance equipment is in shambles... No, sir... I believe that this has caused us to move sooner, rather than later. We need to move quickly, I believe they might be on to us... No, sir, I don't believe that is an option... Yes, sir... Yes, sir... I'm so glad you agree, sir. I believe that-..."

The spy on the cell phone motioned one of his comrades to get the van started.

"Yes, we will be at the warehouse shortly. We move first thing tomorrow morning?... Excellent, sir. I believe that is the best decision. We will pick up necessary supplies."

The spy behind the wheel drove away from where the van was parked and towards the outskirts of New York City.

"I have spoken to the Master. There is an obvious change of plans considering the events of the last few hours. We are to act tomorrow morning. We are heading to the warehouse to receive proper equipment for symbiote capture. And we will be doubling our numbers to capture the new symbiote spawn..."


	9. Chapter 8: Pheromones

_**Symbiotic Boots 2: The Spawning**_

**Chapter 8: Pheromones**

by Boofka

_Friday, 6 pm..._

Jake had been working in the lab for the past several hours, working on the substances to stop MJ's symbiote from reacting negatively to the presence of a spawn, and to transfer Amy's abilities to MJ's symbiote. His computer told him that the substances were rather easy to make, requiring properties Jake already had in the lab. After a couple of hours of intense labor, Jake had finished both substances.

"Oh, ladies..." Jake called over.

Amy and MJ had occupied themselves with watching TV shows on a vacant computer in Jake's lab. MJ was still in her Booted Beauty symbiotic costume, because Jake needed to inject her with the nullifying agent before he moved on to Amy's symbiote, to prevent another full bonding experience.

The two walked over and saw Jake.

"You first, Miss Watson." He motioned MJ to come towards him, and she obliged.

"This might sting..." Jake jabbed a syringe into her arm. It didn't puncture MJ's skin, because it was meant for the symbiote. MJ's symbiote suit began vibrating, to the point where MJ was concerned the symbiote would fly off her body. After a few seconds of shaking, the vibrations stopped.

"Huh. I don't feel any different..." MJ said.

"Well, now to test to see if it worked. Amy, would you mind putting your boots back on?"

Amy went over to where she had taken her boots off. She stripped down naked. She didn't understand why, she just knew the feeling of the symbiote against almost the entirety of her naked body felt divine. She then put the boots on, and nothing happened...

"Oh, right. Pink Devil?" she still said skeptically, getting used to her adopted moniker. The symbiote began to form over her, covering her legs, thighs, ass, back, and torso. Amy sighed when the symbiote reached her breasts. It was a sensation she had not experienced before, but it brought waves of pleasure to her. Finally, the symbiote attached itself to her face, and she was fully decked out in her costume. She walked over to where MJ and Jake were standing.

Jake and MJ looked at each other.

"Feeling anything?" Jake asked.

"Nope." MJ said.

"Not trying to destroy your spawn?" Jake asked teasingly.

"Destroy? Naw, man. I feel pretty damn proud. Amy looks like a regular superheroine, ready to kick ass and take names." Amy blushed under her mask. In all the chaos of the day, she forgot what an incredible gift had been bestowed on her today. Maybe, once all of this was over, she too would try to make a difference in people's lives the way the Booted Beauty had.

"Well, then, I think that formula was a success. Let's move on to the next one, shall we?"

Jake motioned Amy to come close. He pulled out a syringe, and stabbed Amy in the arm. Amy's symbiote also began to ripple, but less intensely, and within a few seconds, it was done.

Amy turned around and faced Jake.

"So, now what?" she asked him.

"Well, in a few hours, your symbiote will begin... how do I put this? Melting. Now, in addition to nullifying her symbiote's more primal, violent tendencies towards its spawn, the substance I put into MJ's symbiote also included a receptor enzyme. That enzyme will allow MJ's symbiote to 'soak' up what remnants of your symbiote fall unto her during this process. That will then allow a shift in the symbiote's DNA that will allow MJ's symbiote to have the same powers as your own." MJ and Amy looked at each other.

"Wow, that's pretty dang nifty. And complicated. How did you work so quickly?" MJ asked.

Jake shrugged. "When you know what you're doing, and you're familiar with the substances and what they need to do, it becomes second nature."

Amy spoke up. "Jake, you said something earlier about possible side effects?"

Jake chuckled a bit. "Yeah, about that-"

"Why is this such a laughing matter?"

Jake straightened himself out. "Well, you two might be in for an... interesting evening. See, the basis for both of these formulas is symbiotic pheromone manipulation. MJ, the formula you received changed the way your pheromones respond to Amy, but it needed... motivation. And Amy, your formula prepared your symbiote for a transfer, but those pheromones also needed a certain type of motivation. Your symbiotes will act, essentially, like they're in love..."

"Umm, that's weird." MJ chimed in.

"Don't worry, it's only temporary. But, symbiotic pheromones might mix with your natural human pheromones. And the results would be... a little unpredictable. Your human bodies might start believing you two are in love as well, not just your symbiotes." Jake said.

Amy tensed up, and felt really awkward. She had always been somewhat of a prude when it came to sexual issues.

"Just take it as it comes, I guess. Trust me, both of you will better in the long run after this..."

MJ shrugged. "Guess we'll have to see what happens..."

Jake checked his watch. "Oh my God! I didn't realize it had gotten so late! The building patrol will be sweeping the floors to close up for the evening. You guys need to go!"

MJ gave Jake a hug. "Thanks, bud. You always pull through for me."

"It's my pleasure. As always, let me know if you need anything. But seriously, you guys, I can't advise you enough how important it is to keep your boots on all the time for the next couple of days. These guys that were spying on you seem dangerous. You need to be prepared for anything."

Both MJ and Amy nodded. Jake outstretched a hand to Amy.

"Well, I wish we had met in better circumstances, Amy, but regardless, it was very nice meeting you."

Amy accepted it, and shook back. "You too."

With that, MJ and Amy left the lab. The two ran towards an open window on the hallway, and jumped out, swinging back to MJ's apartment.

* * *

_Friday, 8 pm..._

After stopping by MJ's apartment for a quick change of clothes, Amy and MJ went out for a late dinner. They returned to the apartment just in time for Amy's boots to start vibrating.

Amy looked up at MJ.

"MJ, whatever it is… I think it's happening…"

MJ looked concerned. "Quickly, take off your clothes! We don't want anything getting ripped apart tonight, do we?"

Amy and MJ both took off their respective pairs of boots as they disrobed in front of one another. Once they were both naked, they put their boots back on. MJ was the first to get her boots on, and then shouted "Booted Beauty", which triggered the symbiote forming over her body.

Amy then got her boots on, and shouted out "Pink Devil" and her symbiote began forming over her. When it was complete, Amy looked down at her symbiotic suit. Something seemed different. There were ripples across the suit, all around her body. Then, very suddenly, droplets of symbiotic liquid began forming around the suit, not unlike sweat. It was as Jake described: the symbiote looked as if it were melting.

The droplets weren't falling off Amy's suit yet, but they looked as if they weren't very stable. Because of this and feeling that the time was near, MJ laid down on her bed. "Quickly, come put yourself on top of me so my symbiote can capture what your symbiote is releasing!" Doing as she was told, Amy put her hands on MJ's shoulders, and positioned her body over MJ's. As she did, the droplets of pink symbiotic liquid began dripping on to MJ's symbiotic suit. The droplets would stay on top of her, not moving, for just a brief second, before being absorbed by MJ's suit.

"It's working! Amy, I think it's working!" MJ shouted in joy.

Droplets continued to fall on MJ's symbiotic suit, and as it did, both women began noticing a change. MJ's suit began to ripple and vibrate, just as Amy's had done a few seconds before.

Amy's suit now began melting off bigger droplets that were landing on MJ's suit.

The whole experience was becoming overwhelming for MJ. She squealed as each new droplet landed on her suit. The suit would react in ecstasy, and MJ would along with it. MJ began moaning. As the composition of her symbiotic suit began to change, it covered her body in incredible pleasure.

"MJ, look! Your spider-symbol! Your eyes!" Amy shouted, taking MJ out of the moment of enjoying the pleasure the suit was giving her.

MJ looked down. Sure enough, as Amy exclaimed, her spider-logo on her chest was changing. It was turning pink. MJ was shocked. MJ looked down at her boots, and the white spider-symbol that adorned each of them was also turning pink.

After a few more seconds of her symbiote's fluid landing on MJ, only to be absorbed by her symbiote suit, Amy noticed the melting had stopped. Any remaining symbiotic liquid was, in an instant, absorbed back into Amy's suit. Amy looked at herself. Her symbiote suit looked as good as ever.

"Guess that didn't cause any permanent damage to my symbiote!" Amy exclaimed.

MJ shook her head. "Jake would have made sure of it. It looks as if any substance you lost in the melting process has already reformed on you!"

Amy nodded. MJ got off to examine herself in the mirror. Sure enough, the pink spider-symbol on both her chest and her boots seemed to imply that the process had been complete. MJ could also now tell that the eyes of her symbiote were now also pink. Overall, she liked the way her suit looked now. Pink was a more feminine color, it seemed to fit MJ and her symbiote well.

"So, let's test out what this baby can do…" MJ said.

The symbiote around her arms immediately formed the shape of the shields that Amy's had made when MJ was training her earlier in the day.

"That's real cool." MJ commented.

Amy nodded. "You can also make a flightsuit if need be. And also, it can form a latex or rubber catsuit. I learned that when I was trying to escape you earlier. Not the best for blending into crowds, but… better than nothing, I guess?"

MJ was aghast. "You're kidding me! Mine has never been able to form clothes… well, except the boots, of course. Well, let's see what…"

As if it were reading her mind, MJ's mask receded, as did symbiote around her hands. The composition of her symbiotic suit changed to something just as form-fitting, but far more rubbery and solid in composition. The suit went up to her neck, but MJ willed the symbiote to make the neckline a little more risqué. Sure enough, the neckline moved down, and revealed MJ's cleavage.

MJ looked at herself in the mirror.

"Wow! Damn! Ain't that something…"

Amy's mask receded as MJ was admiring her new attire in the mirror. MJ looked up at her friend. Amy was staring at MJ.

"Amy, you okay?"

Amy nodded. "Yeah… it's just…"

Amy moved closer to MJ and kissed her. At first, MJ was taken aback, but then gave in to the kiss. She was enjoying it quite a bit. There was a thought that came into MJ's head that forced her to pull away from Amy to speak.

"Pheromones! Jake said there was a possibility… that the symbiotic pheromones would interact with our human… Oh Amy…"

MJ's catsuit reformed into its standard Booted Beauty look, and MJ could feel the symbiote willing her closer to Amy. Jake had mentioned that their respective symbiotes would react as if the symbiotes themselves were in love with each other. Now, it seemed as if that trait had transferred to each suit's respective owner, as well.

"Well, might as well give into it. No use in fighting…"

Amy tossed MJ onto the bed. Amy's mask was receded as she then crept up over MJ, kissing the symbiote around the neck. MJ cooed as her own mask began receding.

Suddenly, Amy's symbiote began moving off her body, revealing her nude body underneath.

"MJ, I dunno what this is..." Amy said, somewhat startled.

MJ's symbiote also began to move off her body, and began putting tendril's on Amy's exposed body. At the same time, Amy's symbiote moved tendrils onto MJ's exposed, nude body. The tendrils started caressing the breasts of both women, which caused them to moan.

The respective tendrils then formed together to form a large puddle of symbiote that began flowing over the bodies of both women. This caused both women to moan. The activity the symbiotes were doing was violent as the puddles kept on reforming, crashing into, and flowing around every part of their bodies. However, to both Amy and MJ, it felt like a hot, soothing shower.

By this point, the two large puddles composed of the two respective symbiotes had dispersed, and formed back into a series of tendrils. These tendrils now latched onto the two women. However, two new tendrils rose to prominence on both of the respective symbiotes. One tendril went from Amy's symbiote to over MJ's shoulders towards her backside, while another creeped downward towards MJ's waist. Likewise, a tendril from MJ's symbiote went over Amy's shoulder, as another one creeped down to Amy's waist.

After a short while, the tendrils made their way to the locations on the two bodies they wanted to be. Amy and MJ held each other as the respective symbiotes penetrated their pussies and asses simultaneously. They screamed as they held each other during the initial penetration, and then moaned because of how incredibly good it felt. It took a couple of minutes of constant penetration before Amy and MJ reached simultaneous, climatic orgasms. Both women fell back on the bed, shaking, sweating, and moaning as a result of the dramatic sexual escapades brought on by the symbiotes.

As their orgams ceased, both women touched each other's face.

"Amy, this... this is beyond anything that's ever happened. I've only been with a girl in that way once before, and... I don't particularly like to think about it." MJ said, recalling her incident with Elsa.

Amy moved in for a kiss. "We can blame the pheromones. But it is what it is."

The two women kissed passionately, their symbiotes returning to a state of forming the tight, form fitting suits of the Booted Beauty and the Pink Devil, though their faces were still exposed. Amy caressed MJ's exposed body, and MJ began to coo.

But that was not suiting Amy. She moved down MJ's body before getting to her booted feet. When she got there, Amy felt a strange attraction to MJ's boots themselves. So rubbery, so comfortable. She had not gotten the chance to see them so up close before. She admired the glossiness, and yes, even the distinct smell of the rubber boots. As such, she gave each of MJ's boots a lick at the top, where her toes would be.

"These boots are... so sexy." Amy said.

MJ giggled.

Then, all of a sudden, Amy took off one of MJ's boots, causing the symbiote to be removed from MJ's body. She took the other boot off MJ's foot, and tossed both boots to the side of the bed.

"Amy, what are you-" MJ said, but did not finish her sentence as Amy had already moved on. Amy put moved her legs in front of her, and took off one of her boots, and her symbiote was removed from her body as well. She took her own two boots off, and threw them next to MJ's.

"I wanna touch your own body MJ. With my own body. Naked. Exposed. Vulnerable..." Amy said.

"But what about what Jake said? What about we had to wear them through the night-"

Amy interrupted as she lay against MJ's naked body and put her index finger against MJ's lips. "I don't care about what Jake said. He's the reason for all this. I want you. No symbiote. No second skin. Just you."

The two women, no longer attached to their respective symbiotes, shared one more passionate kiss before the excitement of the day finally got to them. Without their symbiotes to boost their stamina, they both felt a sudden and drastic fatigue come over them. MJ got up, walked over to the lamp to turn off the lights, and came back to bed. The two women fell asleep in each other's arms...

NEXT TIME: THE SURVEILLANCE TEAM ARRIVES! WILL MJ AND AMY BE CAPTURED? FIND OUT SOON!


End file.
